Fairwood : Form of Proxy for use at the Special General Meeting to be held on 10 September 2020

FAIRWOOD HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 52)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING

To be held on Thursday, 10 September 2020 (or at any adjournment thereof)

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

shares of HK$1.00 each in the

capital of Fairwood Holdings Limited, hereby appoint (Note 3)

of

or failing him/her

of

or failing each of them, the Chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company to be held at Conference Room, 2nd Floor, TRP Commercial Centre, 18 Tanner Road, North Point, Hong Kong on Thursday, 10 September, 2020 at 4:30 p.m. or immediately after conclusion of the Company's annual general meeting to be held on the same day, whichever is later, and at any adjournment thereof in respect of the undermentioned resolution, as indicated below or, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTION	FOR	AGAINST
(Note 4)	(Note 4)

1. THAT the grant of 1,000,000 share options to Mr. LO Fai Shing Francis under the share option scheme adopted by the Company on 7 September 2011 to subscribe for 1,000,000 ordinary shares in the share capital of the Company at the exercise price HK$17.08 per share and on the terms and conditions set out in the circular of the Company dated 21 August 2020 be and is hereby approved, confirmed and ratified and that any one Director of the Company be and is hereby authorized to do all such acts and/or execute all such documents as may be necessary or expedient in order to give full effect to such grant and exercise of the share options.

As witness my/our hand(s) this

day of

2020.

Signature (Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of the Company of HK$1.00 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE SAID RESOLUTION, PLEASE ''✓'' IN THE BOX MARKED ''FOR'' BESIDE THE SAID RESOLUTION. IF YOU WISH TO VOTE AGAINST THE SAID RESOLUTION, PLEASE ''✓'' IN THE BOX MARKED ''AGAINST''
   BESIDE THE SAID RESOLUTION. Failure to complete the boxes will entitle your proxy to cast this vote at his discretion.
5. This form of proxy must be signed by you or your attorney duly authorized in writing, or in case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.
6. Where there are joint registered holders of any share, only one of such persons may vote at any meeting, either personally or by proxy in respect of such share as if he was solely entitled thereto; but if more than one of such holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Head Office and Principal Place of Business of the Company at 2nd Floor, TRP Commercial Centre, 18 Tanner Road, North Point, Hong Kong, not less than 48 hours before the time for holding the meeting or at any adjournment thereof (as the case may be).
8. A proxy need not be a member of the Company.
9. Any alteration made in this form of proxy must be initialled by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

''Personal Data'' in this statement has the same meaning as ''personal data'' in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (''PDPO'). Your supply of Personal Data to the Company is on a voluntary basis. However, failure to provide the Personal Data may result in the Company being unable to process your appointment of proxy and instructions (the ''Purposes''). Your Personal Data will not be disclosed or transferred to any party outside the Company or its share registrar in Hong Kong unless it is required by law, and will be retained for such period as may be necessary to fulfil the Purposes. You have the right to request for access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing to the Company at the above address.